Author's Note: An AU story, I will be trying to keep the characters as true to their character as I can but seeing as I'm going back 35 years and throwing in some other Marvel U characters a little leniency will be appreciated.

Chapter One - Fate's Tangled Web

-- George Washington Bridge, Manhattan:

Peter Parker never imagined he would experience again the horror and dread he felt the night that his uncle, Ben Parker, died. The scene in front of his eyes told him differently and for the second time in his life, Peter cursed the abilities he had gained from that radioactive spider bite back in high school. How he wanted to be free from the responsibility those powers brought with them. Return to being that lonely nerd again, getting picked on by jocks; being overlooked by the girl next door; helping the new girl in school. Instead, that same girl's life was now in the hands of a madman.

Fate had a tendency to be cruel when it came to Peter Parker, but on this night Peter was determined to make things turn out right for once.

The menace standing between Peter and his unconscious girlfriend, Gwen Stacy, was the Green Goblin. Seeing that costume being used again, was a sign to Peter that Norman Osborn's memories had returned and the insanity known as the Green Goblin was real again. Kidnapping Gwen to lure Spider-Man to the top of the George Washington Bridge proved Norman remembered everything – especially Peter's secret identity.

Knowing his identity was an advantage that a crazed genius like Norman wouldn't take for granted; the ability to eliminate Peter's loved ones was something so cruel that he'd jump at the chance to do it. Peter knew that and was thankful when Norman had suffered amnesia but now seeing his girlfriend lying on the edge of the platform put any restraint he had left for Harry's father out of his mind permanently.

Understanding Gwen was probably not the only victim the Green Goblin had in mind, Peter's thoughts jumped to his Aunt May – who shared a duplex apartment with Anna Watson – and how she might have been a target for the Green Goblin but probably because Peter hadn't lived with May since high school, a time before he came under Norman's notice, she was not the first. Even Anna's niece, Mary Jane, who was close friends with both Peter and Gwen was most likely a target, but Peter's days were mostly full with either his lab assistant work for Dr. Pym or dates with Gwen that it was mostly through text messaging or hearing through Gwen that he kept in touch with Mary Jane Watson and kept her from being a big target to the villain.

No, in Peter's mind Norman only had two targets to hurt Spider-Man: his roommate, Harry Osborn or his girlfriend, Gwen. Clearly Norman wasn't going to attack his own son, which was why the Green Goblin found his way to Gwen's dorm room to kidnap her and attempt to ruin Spider-Man and Peter Parker.

The tension had been building the entire night for Peter, starting with the phone call he received from Gwen's worried roommate that had him running from the science hall to where now above the GW Bridge it was at a stifling level. His heart was racing a mile a minute and his nerves were completely shot.

On the outside, the Spider-Man costume along with his posture gave off the image of a calm, cool & collected hero. Behind his mask, the fear, panic and determination rushing through his system were mixing into an adrenaline pumping combination that made Peter's insides feel like they were going to burst.

He could see the Goblin in front of him, yelling at him – visibly taunting – trying to prolong the torture but Peter can't hear the words or the maniacal laughter. The heightened emotions that caused the blood rushing through his head forcibly tuned out the sound of reality for Peter, tunnel vision becoming a problem as the Green Goblin and Gwen were all he could see anymore.

Only one thought continued to run through Peter's head: save Gwen. No brilliant plan to bring down the villain, no witty remarks on the tip of his tongue to try to throw Goblin off his game. Only the instincts that came with his spider-like abilities remained active and ready to go. He had yet to take one step, but the muscles throughout Peter's body instinctively flexed and tensed in preparation.

The lack of reaction from Spider-Man enraged the Green Goblin and in a show of impatience the Goblin played his trump card. Sending a twisted sneer at the masked hero, Green Goblin turned to his helpless victim and shoved the unconscious blonde off the bridge platform towards the river below.

Faster than he'd ever moved before – in a blink of an eye – Peter found himself right in front of Green Goblin, clasping his hands together and delivering a heavy blow to the madman's head. Without stopping to see the results of the punch, Peter continued his momentum past the villain into a dive off the bridge after his love.

The moment he stepped off the bridge and saw his unconscious girlfriend falling below him, it was as if the fog around Peter's mind disappeared leaving him free to race through any ideas for their survival while his body sought to catch up to Gwen's. Luckily for Peter, he dived off the bridge mere moments after the falling Gwen and through taking a more aerodynamic form on his dive enabled him to fall at a faster rate than her. Time was running out for the two as they were approaching the surface of the Hudson River at a fast rate, mere seconds were left before impact.

Guilt was building inside Peter's head and the weight of it increased with every second that passed. Squeezing between Gwen and the water below, Peter's decision was made. His priority was to save Gwen first and foremost. After all, he was radioactively enhanced. His body had more of a chance of enduring the blow than her normal frame. Peter didn't linger on that part of his plan too much – he'd always evaded or altered fatal blows, not take it head on – untested theories were not infallible as even Reed Richards was proved wrong every now and then.

There was no time to prevent impact with the river, Peter knew this, and he focused on thinking of how to cushion the blow instead. Shooting a web and swinging a way was out of the question at the velocity they were falling, Peter would most likely at least tear several muscles in his arm and back, and there was no question Gwen would suffer severe backlash in her limp form.

Out of time, Peter took one last gaze at Gwen's peaceful face before pushing his arms up between Gwen and himself and slamming his wrists together using his spider strength. The force of the blow shattered his web shooting cartridges, pushing out miles of compressed webbing substance between them. The growing mass of webbing offered wind resistance – slowing their momentum slightly – and was becoming large enough to be a cushion for Gwen.

The sticky residue of the webbing left Peter stuck to the underside of the mass preventing him from moving from his spot – the location of direct impact. Resigned to his fate, Peter closed his eyes, hoping he'd done enough to save Gwen.

SPLASH

*

-- The Hudson Riverbank, Manhattan:

When the shroud of unconsciousness lifted from Gwen Stacy, wet and sticky were the first thoughts that came to her mind. The last thing she remembered was opening the door to the dorm she lived in to find Harry Osborn's father standing at the doorway looking at her with a twisted smile on his face, and then nothing.

Opening her eyes to slightly blurry vision, Gwen took in her surroundings. The wetness she was experiencing came from the fact that she was on the riverbank under a bridge, and the stickiness was from the odd blob she was lying on. Clearly, significant time had passed since she opened her door as the sky above showed dawn was approaching.

Gwen struggled to separate herself from the sticky mass, but with how her head was pounding the half-hearted attempt was futile. The few minutes of pulling took most of her strength, so Gwen grunted in frustration and settled back against the mass hoping the dizziness she was experiencing would pass shortly. The black out and constant ache she felt led Gwen to believe she most likely had a concussion from the blow she must have received to knock her out for so long.

Those thoughts led her to remember who she had been expecting when she opened her door, that being her boyfriend, Peter Parker. They had made plans for a movie date and when she didn't show up for it, he must have been worried sick. Gwen hoped he was still looking for her at this very moment.

Resolve returning strength to her body, Gwen once again fought with the mass to break loose of its hold. The jerky movements shook and shifted the mass causing several low moans to emerge from beneath it. Frightened by the sounds, Gwen panicked and pulled frantically at her restraints with everything she had left, slowly loosening the grip that held her. Within a matter of moments Gwen's arms broke free from the mass, causing her to lose her balance and fall backwards to the ground – her bare feet sliding out of her black boots that were still stuck to the mass.

Scrambling to her feet, Gwen stepped back and took in the sight in front of her. The sticky mass she had been stuck to appeared to be a gigantic nest made of cobwebs; she had never seen anything like it before. Walking slowly back towards the mass, Gwen was intent on retrieving her boots. Those sounds she had heard earlier definitely meant she wasn't alone, but she was defenseless for the most part and the best thing she could think of using to protect herself were the heels of those black boots.

Tugging on her boots, Gwen kept a wary eye towards the bottom of the mass for any movement, but she didn't notice anything outside of the rocking she was causing through her efforts. The first boot came free relatively easily after only a few minutes of Gwen pulling on it, her other boot however, was taking a lot longer to come loose.

Tears rolled down Gwen's cheeks as the despair and frustration of her situation began to mount on her psyche. Covered in drenched clothing, seemingly alone under a bridge with no memory of what happened the night before, Gwen wanted nothing more than to wake up from the nightmare she was in and be in the warm arms of her boyfriend.

Finally, Gwen's boot tore away from the mass of webs and into her arms as Gwen sat down on the ground in relief. Glancing back at the mass, her gaze stopped near the bottom where she noticed a few pieces of blue and red fabric littering the ground around the mass. Still slightly woozy, Gwen stared at the pieces for a few minutes while she connected the dots.

“Webs ... blue ... red ... Spider-Man?”

Gwen sat stunned by the revelation. She had not always been a fan of the much maligned hero – due to misunderstandings involving her father – but as time passed, even Gwen came around to the idea that Spider-Man seemed to be on the right side of things no matter what the Daily Bugle might lead the public to believe. The idea that Spider-Man risked his own life to save hers really shook Gwen – she must have been in grave danger.

Throwing her boots to the side, Gwen stumbled back to one side of the web mass and started pushing and pulling the mass in an effort to roll it off of her savior. The giant mass twisted and turned under Gwen's influence before finally shifting away to reveal a bruised and bloody Spider-Man lying still on the ground below.

Nothing made sense about the situation to Gwen – especially how she came to be in it – but she was confident that Spider-Man was the reason she found herself in relatively good condition compared to the masked hero. Giving his body a once over, Gwen found severe burns along his arms, and could clearly see that his legs were lying at angles they shouldn't. The shredded costume was the least of Spider-Man's problems.

Concerned by the lack of response and that Spider-Man didn't appear to be breathing, Gwen nervously checked for a pulse. She found one, but it was very weak. Having been subjected to the cold waters of the Hudson River from beneath the giant mass for an undetermined amount of time, Gwen feared that the costumed hero's lungs were filled with water. Moving her hands along Spider-Man's jaw line, Gwen discovered the seam in his costume that seemed to connect the mask to the rest of the ensemble.

Slipping her fingers underneath Spider-Man's mask, Gwen tugged it away from the outfit and off his head. Much to her surprise and dread, instead of some nondescript man waiting for her first aid assistance, Gwen found her boyfriend's face staring back at her.

“P-Peter?” stuttered Gwen. Feeling like she was just punched in the stomach, the dull pain Gwen had been enduring was now a sharp constant.

Never in her wildest dreams did Gwen imagine that Peter was moonlighting as a superhero. Although it would explain some of the bland excuses he would offer up on the oft night that he couldn't make a date or stay through one. Seeing him in such ruined health really struck Gwen deeply, the fact that Peter was risking his life on a daily basis and she had no idea.

The direness of the situation forced Gwen to push away the shock she was feeling from discovering Peter's secret so that she could focus on getting him breathing again. Adjusting Peter's head, Gwen pinched his nose and began to administer mouth to mouth resuscitation to her boyfriend. Time slowed for Gwen as she moved between breathing air into Peter's lungs and giving chest compressions at roughly the proper intervals. Frustration built with every second that passed by with no response, but Gwen kept at it.

It wasn't until several minutes later – an eternity to Gwen – that there was a response, Gwen hearing water make its way back up Peter's windpipe. Quickly rolling him onto his side, the water found its way out as Peter coughed sporadically. Once Peter was finished coughing and his shudders came to a stop, Gwen pulled him onto his back.

In the midst of catching his breath, Peter's eyes fluttered open attempting to take in his surroundings. Fighting to focus on the person above him – the effort taking most of his energy – it is a few minutes before the shadowy figure turns into a feminine one with blonde hair.

Peter's throat is raw from his near drowning and all that escapes his lips is a quiet rasp. “G-Gwen?”

Gwen smiled in relief and answered back but Peter noticed he couldn't hear her against the loud ringing he was experiencing in his ears.

Feeling the little energy he had leaving his body, Peter reached out with his hand towards Gwen's face and caressed her cheek. “S-Safe?” he asked.

Feeling Gwen nod into his hand gave Peter the confirmation he desperately needed letting him finally relax and let his body succumb to the forces it had endured the last 24 hours – losing consciousness.

Gwen was enjoying the small comfort gained from leaning into her boyfriend's caress when she felt his hand go slack. With reflexes defying the fatigue she felt, Gwen grabbed the falling hand before it hit the ground. “Peter?!” A wave of panic came over Gwen when she saw her boyfriend's eyes were now closed, but the reassuring movements of Peter's chest did give her some relief.

It didn't look like Peter was going to be waking anytime soon, and with his injuries Gwen doubted he'd be much help anyway. It was up to her to get them out of this mess and it wasn't going to be easy. From the landmarks Gwen could see, they were on the Manhattan side of the Hudson River without any way to contact anyone. Her cell phone was still back in her dorm room, and Gwen highly doubted that Peter had his on his person – he was always impossible to reach when he 'disappeared'.

The rising sun was beginning to make it's presence known meaning time was running short for Gwen to move the two of them to somewhere safe unseen. Ignoring the aches and pushing away the worry, Gwen tucked Peter's torn mask into her coat pocket and started pulling her unconscious boyfriend from under his arms towards a concentrated clump of bushes nearby. Not the greatest of shelters but Gwen figured the overhanging bridge supports would help obscure enough of the view to keep Peter hidden.

Finding help was not a foregone conclusion, but Gwen was hopeful that her luck was going to turn around. There was a road only a dozen or so yards away – just beyond a short cement barrier that separated the road from the riverbank. Despite her innocent personality, naïveté wasn't part of Gwen's makeup. It wasn't safe for a lone woman to be walking around the city on her own at the time of day, especially with how her drenched clothing clung to her body – but she had no choice. Having no idea if Peter had internal injuries or if Norman Osborn knew of Peter's identity -- others were possibly in danger -- made getting help an immediate priority.

Once satisfied that she had hid Peter successfully, Gwen tried to wipe away the evidence of crying from her face but was doing a poor job. At this point, her appearance wasn't a big priority to Gwen. Letting out a shaky sigh, she knelt down at Peter's side leaving him a lingering kiss on his lips.

Leaving her boots with Peter, Gwen hurried towards the barrier and the road that lay behind it. Crossing the street the moment she reached it, Gwen kept herself moving, searching for the first open store she could find. The concrete sidewalk was cold and rough against her bare feet but it was a welcome pain compared to the wet dirt of the riverbank and the memories that went with it.

It was several blocks into her journey before Gwen found herself in front of a large glass display window. She couldn't read the writing on the glass – it was in a foreign language – but from the variety of breads she could see on display Gwen figured the place to be a bakery. Why the store actually caught her eye would be the fact that there were lights on inside, which she hoped meant someone was there.

Gwen tried to open the door but found it was locked, and instead resorted to pounding on the door in an effort to gain the attention of whoever was inside. The constant noise paid off for Gwen just as she was about to give up and try another place, someone inside moved towards the door. The person that met Gwen at the door turned out to be an apron-clad middle-aged woman of European descent.

Putting on her brightest smile Gwen quickly greeted the woman. “Hi, I'm sorry to be a bother but this is an emergency. My boyfriend and I got into an accident and I need to use a phone to call for help.”

Gwen quickly realized why the woman's curious look turned to one of sympathy the moment the woman's mouth opened and out came a language and dialect foreign to Gwen. English was clearly not part of the woman's vocabulary.

The tears Gwen had been holding back finally burst free as she pleaded for the woman to understand her words. The woman kept a kind smile on Gwen while she listened, trying to understand what the stressed girl wanted from her.

“Please! I need to use a phone. Do you have a phone?!”

It wasn't until Gwen mimicked the dialing of a phone and putting it to her ear that the woman understood what she needed. The woman clapped her hands together before nodding and pulling Gwen into the shop by her hand. She led her past the display cases and bread racks to a small room in the back that looked to be the shop's office.

Gwen was led to the chair sitting behind the sole desk in the room and once sitting down Gwen was pointed to the phone on the corner of the desk by the woman who repeated the gestures Gwen had made outside. Gwen's enthusiastic gratitude was simply waved off by the woman as she left the room to give privacy.

Now that there was a phone in front of her, Gwen quickly ran through the people she and Peter knew to figure out who would be strong enough to deal with this mess. With Norman Osborn and whoever else that was involved in her kidnapping still out in the city roaming free, the list of people Gwen and Peter trusted was short. Knowing Peter was Spider-Man didn't help the situation, Gwen didn't know any other super-heroes and it wasn't like they were listed in the phone directory.

There was one person Gwen was adamant in not involving, that being Peter's elderly aunt, May Parker, the less of the mess that woman had to deal with the better. Thinking of May reminded Gwen of Anna Watson who also happened to be the aunt of the only person Gwen felt she could trust with Peter's secret, Mary Jane Watson.

Gwen had met Mary Jane at ESU through Peter, and they had quickly become close friends. Gwen now hoped her best friend would be able to come through like she thought she could. Picking up the phone she dialed in the numbers from memory and waited for the phone on the other end to ring. Each ring lasted an eternity to Gwen, but just before she was about to be sent to voicemail, a connection was made.

“Hello?” The female voice answering the phone was barely above a whisper and sounded slightly groggy.

“Mary Jane?” Gwen whispered just as softly. “I need your help?”

“Gwendolyn?” queried Mary Jane; the weakness in Gwen's voice alarmed her into a higher state of awareness. “What's wrong, sweetie?”

“Can you drive up to north Manhattan and meet me at Bennett Park?”

To say Mary Jane was surprised at the request was an understatement. “What are you doing way up there this early in the day? Did Parker take you to some party out there that I didn't know about? Where is he in all this by the way? You aren't alone are you? Did he ditch you, again? I swear that man is so dense ... Gwen?”

“P-Peter's here, but he's not in good shape,” answered Gwen after a few moments.

Mary Jane agreed. “Of course not. He's a lightweight when it comes to drinks. What did he have? Two shots?”

“I wish,” muttered Gwen. “We got into some trouble. He's hurt and I might have a concussion.”

“Oh my god!” shouted Mary Jane. “Why didn't you say that in the first place? I'll be right there. Don't move.”